Dear Members,
Your Directors have pleasure in presenting the 14th Annual Report and the
Audited Financial Statements for the Financial Year ended March 31, 2025.
1. Financial Summary:
The performance during the Financial Year ended March 31, 2025 has been as under:
(Rs. In Lakhs)
| Particulars |
March 31, 2025 |
March 31, 2024 |
| Revenue from operations |
7,205.98 |
5,155.93 |
| Other Income |
13.35 |
15.37 |
| Total Income |
7219.33 |
5171.30 |
| Profit before finance cost, depreciation and amortization and tax expense |
1,366.95 |
585.59 |
| Finance Cost |
143.41 |
131.67 |
| Profit before depreciation and amortization and tax expense |
1223.54 |
453.92 |
| Depreciation and amortization expense |
170.59 |
128.15 |
| Profit before Tax Expense |
1,052.95 |
325.77 |
| Tax Expense |
273.61 |
83.06 |
| Profit/(Loss) After Tax |
779.34 |
242.71 |
2. Review of Operations and State of Company's affairs.
During the period under review, the Company achieved Revenue from operations of Rs.
7,205.98 lakhs and recorded a Net Profit of Rs. 779.34 lakhs.
3. Change in the nature of business, if any
During the year under review there is no change in the nature of Business.
Post completion of the Financial year 2024-25, the Company has converted into a Public
Company and Company name has changed from (w.e.f. 01.07.2025):
Digilogic Systems Private Limited
to A
4. Dividend
The Board of Directors of the Company have not recommended dividend for the financial
year ended March 31, 2025.
5. Reserves & Surplus
The Company has transfer Net Profit of Rs. 779.34 (Rs. in lakhs) for the period 2024-25
and the same was transferred to the head of Reserves & Surplus.
6. Share Capital As on 31.03.2025
i. The Authorised share capital of the Company as on 31.03.2025 is Rs.6,00,00,000
(Rupees Six Crores) divided into 60,00,000 (Sixty Lakhs) Equity shares.
During the year the authorized share capital of the Company was increased from Rs.
2,00,00,000 (Rupees Two Crores) to Rs. 6,00,00,000 (Rupees Six Crores).
ii. The Paid-up Share Capital of the Company as on March 31, 2025 is Rs.4,45,05,260
(Rupees Four Crores Forty Five Lakhs Two Flundred and Sixty) divided into 44,50,526 (Forty
Four Lakhs Fifty Thousand Five Hundred and Twenty Six) Equity Shares of Rs.10 each fully
paid up.
As on-Board Report date
i. After the financial year 2024-25, the Company has increased its Authorised share
capital from Rs.6,00,00,000 (Rupees Six Crores) divided into 60,00,000 (Sixty Lakhs)
Equity shares to Rs.
10,00,00,000 crores divided into 1,00,00,000 (One Crore) Equity shares w.e.f. EGM dt.
18.06.2025
ii. The Paid-up Share Capital of the Company as Board report date is Rs.4,45,05,260
(Rupees Four Crores Forty Five Lakhs Two Hundred and Sixty)
iii. After the financial year 2024-25, the Company carried out a sub-division of its
authorized share capital, splitting 1,00,00,000 equity shares of face value Rs10 each into
5,00,00,000 equity shares of face value Rs2 each ('Sub-Division') w.e.f. 25.07.2025.
A. Rights Issue
During the financial year, the Company has not allotted and issued any shares through
Rights Issue.
B. Preferential allotment of Shares on Private Placement Basis
During the financial year, the Company has been made 3 (three) Preferential allotment
of Shares on Private Placement Basis. .
Amoun in Rupees
| Type of issue |
Date of allotment |
No of shares |
Face value |
Premium |
Total amount (including Premium) |
| 1. Preferential allotment of Shares on Private Placement Basis |
25.09.2024 |
2,55,319/- |
10 |
230 |
6,12,76,560/- |
| 2 Preferential allotment of Shares on Private Placement Basis |
09.01.2025 |
1,70,207/- |
10 |
283.76 |
5,00,00,010/- |
| 3. Preferential allotment of Shares on Private Placement Basis |
14.02.2025 |
25,000/- |
10 |
283.76 |
73,44,000/- |
C. Buy Back of Securities
The Company has not bought back any of its Securities during the year under review.
D. Sweat Equity Shares
The Company has not issued any Sweat Equity Shares during the year under review.
E. Bonus Shares
During the financial year, the company has been issued the shares through Bonus Issue.
The Company has been issued 20,00,000 Equity shares through Bonus Issue in the ratio of
1:1 to the existing shareholders.
F. Employees Stock Option Scheme & Employee Stock Purchase Scheme
The Company has not provided any scheme of Employees Stock Option Scheme & Employee
Stock Purchase Scheme
G. shares with differential voting rights
The company has not issued any shares with differential voting rights.
7. Compulsorily convertible Debentures (CCDs)
During the financial year, the Company has not allotted and issued any Compulsorily
convertible Debentures (CCDs). A
8. Performance and financial position of each of the Subsidiaries, Associates and Joint
Ventures
The Company does not have any Subsidiaries, Associates and Joint Ventures. Hence,
Performance and financial position of each of the Subsidiaries, Associates and Joint
Ventures is not applicable.
9. Consolidated Financial Statements
The Company does not have any Subsidiary Companies, hence, there is no need to prepare
Consolidated Financial Statements for the Financial Year ended March 31,2025.
10. Extract of Annual Return
The copy of the Annual Return as on 31st March, 2025 pursuant to the provisions of
Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014
is to be provided on the website of the company, i.e. https://www.digilogicsystems.com
11. The Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo pursuant to Provisions of Section 134(3)(m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014.
Information with respect to conservation of energy, technology absorption, foreign
exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 is enclosed as Annexure - 1 to this
Report.
12. Statement concerning Development and Implementation of Risk Management Policy of
the Company
The Board of Directors of the Company reviews the risks from time to time and there are
no risks which in the opinion of the Board may threaten the existence of the Company.
13. Details of Policy developed and implemented by the Company on its Corporate Social
Responsibility Initiatives
The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate
Social Responsibility Policy) Rules, 2014 for the F.Y. 2024-25 are not applicable to the
Company and hence, your Company is not required to adopt the CSR Policy or constitute CSR
Committee during the year under review.
14. Insurance
All properties and insurable interests of the Company including building, plant and
equipment and Vehicles have been fully insured, *
15. Deposits
The Company has not invited/accepted any deposits from the Public in terms of Section
73 of the Companies Act, 2013 during the Financial Year ended March 31, 2025, hence, no
amount on account of principal or interest on public deposits was outstanding as on the
date of the balance sheet.
16. Particulars of Loans, Guarantees or Investments or Security under Section 186.
There are no Loans, Guarantees, Investments and Security given / provide by the Company
during the Financial Year ended March 31, 2025 as per the provisions of Section 186 of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,
2014.
17. Particulars of Contract and Arrangement under Section 188
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large.
The particulars of transaction with related parties referred to in sub-section (1) of
Section 188 in Form No. AOC-2 is enclosed as Annexure - 2 to this Report.
The other related party transactions entered during the financial year under review are
disclosed in notes to the Financial Statements of the Company for the Financial Year ended
31st March, 2025.
18. Directors and Key Managerial Personnel (KMP)
Directors
During the Financial Year ended March 31, 2025, there was change in the Composition of
Board of Directors of the Company:
Mr. Hitesh Varma Jetty had appointed as a director in the company w.e.f. 20th
January 2025.
Key Managerial Personnel (KMP)
The provisions of Section 203 of the Companies Act, 2013 with regard to appointment of
Whole Time Director, Chief Financial Officer and Company Secretary are not applicable to
the Company. However:
i. Company has a Managing Director-Mr. Madhusudhan Varma Jetty (w.e.f. 05.01.2012)
ii. During the year the Mr. Kameswara Rao Vempati appointed as a Company Secretary
w.e.f.
18.02.2025
iii. During the year the Mr. V Sri Harsha appointed as a Chief Financial Officer w e f
26 03.2025
Post financial year 2024-25, the Company has reconstituted the Board by change in
disignation of Directors and appointed Independent Directors in EGM dt. 25.07.2025 and as
on Board Report date the following are the Directors and Key Managerial Personnel (KMP):
| Mr. Madhusudhan Varma Jetty |
Chairman & Managing Director |
| Mrs. Radhika Varma Jetty |
Whole-time Director |
| Mr. Shashank Varma Jetty |
Whole-time Director & C.E.O |
| Mr. Hitesh Varma Jetty |
Whole-time Director |
| Mr. Balasubramanyam Danturti |
Independent Director |
| Mr. Sesha Rama Srinivasa Sastry Pullela |
Independent Director |
| Mr. Madadi Ugender Reddy |
Independent Director |
| Mr. Sriharsha Vadakattu |
C.F.O. |
| Mr. Kameswara Rao Vempati |
Company Secretary |
19. Declaration and Appointment of Independent Directors
For the F.Y. 2024-25, the Provisions of appointment of Independent Directors are not
applicable to the Company.
Post the F.Y. 2024-25, the Company has appointed 3 (three) Independent Directors w.e.f.
25.07.2025
1. Mr. Balasubramanyam Danturti
2. Mr. Sesha Rama Srinivasa Sastry Pullela
3. Mr. Madadi Ugender Reddy
20. Mechanism for Evaluation of Board
The provisions of evaluation of Board are not applicable to the Company for the F.Y.
2024-25.
21. During the financial year ended March 31, 2025, a total of 20 Board meetings were
held
| Date of Board Meeting |
No of Directors Attended |
| 25.04.2024 |
3 |
| 16.05.2024 |
3 |
| 14.07.2024 |
3 |
| 02.08.2024 |
3 |
| 14.08.2024 |
3 |
| 07.09.2024 |
3 |
| 14.09.2024 |
3 |
| 22.09.2024 |
3 |
| 25.09.2024 |
3 |
| 23.12.2024 |
3 |
| 30.12.2024 |
3 |
| 09.01.2025 |
3 |
| 21.01.2025 |
4 |
| 01.02.2025 |
4 |
| 03.02.2025 |
4 |
| 06.02.2025 |
4 |
| 14.02.2025 |
r"4 |
| 20.03.2025 |
4 |
| 29.03.2025 |
3 |
| 31.03.2025 |
3 |
The details of Attendance at the Board Meetings are given below:
| Name of the Director |
Designation |
Number of Board Meetings |
|
|
Held |
Attended |
| Madhusudhan Varma Jetty |
Managing Director |
20 |
20 |
| Radhika Varma Jetty |
Director |
20 |
20 |
| Shashank Varma Jetty |
Director |
20 |
20 |
| Hitesh Varma Jetty |
Director |
08 |
06 |
22. Number of General Meetings of the Members of the Company held during the Financial
Year ended March 31, 2025.
Extra General Meetings
| Type of Meeting |
Date of Meeting |
No of Members Attended |
| EGM |
13.08.2024 |
2 |
| EGM |
07.09.2024 |
2 |
| EGM |
22.09.2024 |
2 |
| EGM |
31.12.2024 |
5 |
| EGM |
20.01.2025 |
5 |
| EGM |
12.02.2025 |
5 |
| EGM |
21.03.2025 |
6 |
AGM
During the period (for the FY 2023-24) Annual General Meeting of the Company was held
on 30th day of September, 2024 and 2 Members were attended the meeting.
23. Company's Policy relating to Director's appointment, payment of remuneration and
discharge of their duties.
As per Section 178 read with Rule 6 of the Companies (Meeting of Board and its Powers)
Rule, 2014, every Listed Company and all Public Companies with a Paid-up share capital of
Rs.10 crore or more; or having turnover of Rs.100 crore orjnore; or in aggregate,
outstanding loans, debentures and deposits, exceeding Rs.50 crore or\more shall constitute
a Nomination and Remuneration Committee. I \
The above provisions with respect to constitution of Nomination and Remuneration
Committee are not applicable to the Company. Hence, the Company has not devised any policy
relating to appointment of Directors, payment of Managerial Remuneration, Directors
qualifications, positive attributes, independence of Directors and other related matters
as provided under Section 178(3) of the Companies Act, 2013.
24.Directors Responsibility Statement as required under Section 134 of the Companies
Act, 2013.
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect
to the Directors' Responsibility Statement, the Board of Directors of the Company hereby
confirms:
(i) That in the preparation of the Annual Accounts for the Financial Year ended March
31, 2025, the applicable Accounting Standards have been followed;
(ii) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31, 2025 and
Statement of Profit and Loss of the Company for the period ended March 31, 2025;
(iii) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) That the Directors have prepared the Annual Accounts for the Financial Year ended
March 31, 2025 on a going concern basis;
(v) That the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
(vi) That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
25.Statutory Auditors
The members at the 13th AGM of the Company had appointed M/s. B. Srinivasa
Rao and Co, Chartered Accountants, (FRN: 008763S), as a Statutory Auditors for a period of
five years to hold office from the conclusion of 13th AGM until the conclusion
of 18th AGM. M/s. B. Srinivasa Rao and Co. has confirmed that they are not
disqualified from continuing as Auditors of the Company.
26.Explanation or Comments on qualifications, reservations or adverse remarks or
disclaimers made by the auditors in their reports.
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report. A
27. Audit Committee
As per Section 177 of the Companies Act, 2013 read Rule 6 of the Companies (Meetings of
Board and its Powers) Rules, 2014, every Listed Company and all Public Companies with a
paid- up capital of Rs.10 Crores or more; or having turnover of Rs.100 Crores or more; or
having in aggregate, outstanding loans or borrowings or debentures or deposits exceeding
Rs.50 Crores or more shall constitute an Audit Committee.
During the financial year, the above provisions with respect to constitution of Audit
Committee are not applicable to the Company.
Post F.Y. 2024-25, the Company has appointed Independent Directors w.e.f. 25.07.2025
and Constituted Audit Committee with the following members w.e.f. 28.07.2025
| 1. Mr. Balasubramanyam Danturti |
Chairman |
| 2. Mr. Sesha Rama Srinivasa Sastry Pullela |
Member |
| 3. Mr. Madadi Ugender Reddy |
Member |
28. Stake Holders Relationship Committee.
As per Section 178(5) of the Companies Act, 2013, a Company which consists of more than
one thousand shareholders, debenture holders, deposit-holders and any other security
holders at any time during a Financial Year shall constitute a Stake Holders Relationship
Committee which shall consider and resolve the grievances of Security Holders.
The above provisions with respect to the constitution of Stake Holders Relationship
Committee are not applicable to the Company for the F.Y. 2024-25.
29. Secretarial Auditors
As per Section 204 read with Rule 9(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, every Public Company having a paid-up share capital
of Rs.50 crore or more; or every Public Company having a turnover of Rs.250 crore rupees
or more; or every Company having outstanding loans or borrowings from banks or public
financial institutions of Rs.100 crore or more shall appoint Secretarial Auditor.
As the Company does not satisfy any of the aforesaid conditions, the provisions
relating to the appointment of Secretarial Auditor are not applicable to the Company.
30. Internal Auditor
As per Section 138 of the Companies Act, 2013 read with Rule 13(1) of the Companies
(Accounts) Rules, 2014 every unlisted Public Company having paid-up share capital of Rs.50
crore rupees or more during the preceding financial year or turnover of Rs 200 crore
rupees or more during the preceding financial year; or Outstanding loans or borrowings fro
sriLkanka or public financial institutions exceeding Rs 100 crore rupees of more at any
point profit during the preceding financial year; or Outstanding deposits of Rs.25 crore
rupees or more at any point of time during the preceding financial year shall appoint
Internal Auditor.
As the Company does not satisfy any of the aforesaid conditions, the provisions
relating to the appointment of Internal Auditor are not applicable to the Company
31. Maintenance of Cost Records and Appointment of Cost Auditor specified by the
Central Government under Section 148 of the Companies Act, 2013
Appointment of Cost Auditor
The provisions relating to Appointment of Cost Auditor as specified by the Central
Government under Section 148 of the Companies Act, 2013 are not applicable to the Company
and the Company has not appointed the Cost Auditor.
Maintenance of Cost Records
The provisions relating to maintenance of Cost Records as specified by the Central
Government under Section 148 of the Companies Act, 2013 are applicable to the Company and
the Company is duly maintaining the Cost records.
32. Board's response on Auditor's Qualification, Reservation or adverse Remark or
disclaimer made.
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report. During the year under review, there were no instances of fraud
reported by Auditors under Section 143(12) of the Companies Act, 2013.
33. The names of Companies which have become or ceased to be Company's Subsidiaries,
Joint Ventures or Associate Companies during the year
The Company does not have any Subsidiaries, Joint Ventures or Associate Companies.
34. Constitution of Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Company has constituted the Internal Complaints Committee and has adopted policy on
Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Company is committed to uphold and maintain the dignity of women employees and complies
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the F.Y. 2024-25, Company does not have any Women employees under the roles.
| Particulars |
Status |
| 1 Number of complaints on Sexual harassment received |
Nil |
| 2 Number of Complaints disposed off during the year |
Not Applicable |
| 3 Number of cases pending for more than ninety days |
Not Applicable |
| 4 Number of workshops or awareness programme against sexual harassment carried out |
The Company regularly conducts necessary awareness programmes for all its employees. |
| 5 Nature of action taken by the employer or district officer |
Not Applicable |
35. The details of significant and material orders passed by the regulators or courts
or tribunals impacting the going concern status and Company's operations in future
No significant and material orders were passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future.
36. The details of difference between the amount of the valuation done at the time of
one time settlement and the valuation done while taking loan from the banks or financial
institutions along with the reasons there off.
The Company has not made any one-time settlement or has carried out any valuation
during the financial year ended 31 March, 2025.
37. Material Changes and Commitments
There have been no material changes and commitments, which affect the financial
position of the company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.
38. Statement of particulars of appointment and remuneration of managerial personnel
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014,
The following employee(S) for the financial year 2024-25 under review were in receipt
of remuneration in aggregate more than Rs. 1,02,00,000/- as:
| Name |
Designation/ Nature of Duties |
Age (Yrs.) |
Remuneration (Rs.) |
Qualification |
Tot Exp (Yrs.) |
Date of Commencement of Employment |
Last Employment |
| Shashank Varma Jetty |
Director |
34 |
1,29,91,000 |
B.Tech from VIT Univerity |
5 |
26/01/2020 |
N.A. |
Notes:
i. Mr. Shashank Varma Jetty is the Director and shareholder of the Company (holding
3,00,000 Shares w.e.f. 29.03.2025). He is also relative of other directors.
ii. The following Directors and Shareholders are the relatives of the Mr. Shashank
Varma
Jetty as on 31.03.2025
| Name of the Relative |
Nature of Relation |
Designation |
Number of shares held |
| 1 Madhusudhan Varma Jetty |
Father |
Managing Director |
27,03,000 |
| 2 Radhika Varma Jetty |
Mother |
Director |
6,80,000 |
| 3 Hitesh Varma Jetty |
Brother |
Director |
2,85,000 |
39. Internal Financial Control System
The Company has an adequate system of Internal Financial Control commensurate with its
size and scale of operations, procedures and policies, ensuring efficient and orderly
conduct of its business, including adherence to the Company's policy, safeguarding of its
assets, prevention and detection of frauds and errors, accuracy and completeness of
accounting records and timely preparation of reliable financial information.
Based on the assessment carried out by the Management and the evaluation of the results
of the assessment, the Board is of the opinion that the Company has adequate Internal
Financial Control System that is operating effectively during the year under review.
There were no instances of fraud which necessitates reporting of material mis-statement
to the Company's operations.
40. Vigil Mechanism
The provisions of Section 177(9) of the Companies Act, 2013 with respect to
establishment of vigil mechanism are not applicable to the Company.
41. Compliance with Secretarial Standards on Board and General Meetings
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.
42. Proceedings Pending Under the Insolvency and Bankruptcy Code, 2016:
No application has been made or any proceeding is pending under the IBC, 2016,
43. Compliance with the Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive, and supportive workplace for women employees. As per
policy, all eligible women employees are eligible with maternity benefits as prescribed
under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave. However, Company does not have any women
employees for the F.Y. 2024-25.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
44. GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31, 2025.
| Male Employees: |
104 |
| Female Employees |
Nil |
| Transgender Employees |
Nil |
As a policy, the Company is providing culture and equal opportunity for all
individuals, regardless of gender.
45. Acknowledgement
Your Directors wish to place on record their appreciation for the co-operation and
assistance extended to the Company by all the Stake Holders.
|
For and on behalf of the Board of Directors of |
|
DIGILOGIC SYSTEMS LIMITED |
|
(Formerly known as Digilogic Systems Private Limited) |
|
Madhusudhan Varma Jetty |
Radhika Varma Jetty |
| Place: Hyderabad |
Chairman & Managing Director |
Whole-time Director |
| Date: 03.08.2025 |
DIN:02247769 |
DIN: 03370284 |
|